SOUTHWEST COMPANIES ALL PURPOSE CONTRACTORS, INC. TERMS AND CONDITIONS

1. Deposits and Progress Payments
For all restoration scopes of work, including but not limited to painting, caulking, concrete, and tuck-pointing, any project with a contract value exceeding $9,900.00 shall require a down payment equal to twenty percent (20%) of the total contract amount, due upon mobilization. Roofing projects shall require a down payment equal to fifty percent (50%) of the total contract amount, due upon mobilization. Any project with a total contract value exceeding $98,000.00 shall require an initial deposit, with the remaining balance to be paid through progress invoices issued periodically based on the percentage of work completed. All deposits and progress payments are a condition of continued performance under this Agreement.

2. Parties And Scope Of Work
Southwest Companies All Purpose Contractors, Inc. (hereafter called “Contractor”), shall mean the company performing the Work. “Work” means that specific services to be performed by the Contractor as set forth on the Scope of Services or in any agreement between the Contractor and Customer. “Customer” refers to the person(s) or business entity ordering the work to be done by Contractor and shall be responsible for the payment thereof. The Customer may be identified on the proposal or estimate provided by Contractor. If the Customer is ordering the work on behalf of another, the Customer represents and warrants that the Customer is the duly authorized agent of said party for the purpose of ordering and directing said work. Unless otherwise stated in writing, the Customer assumes sole responsibility for determining whether the nature of the work ordered by the Customer is adequate and sufficient for the Customer’s intended purpose. In performing its Work, the contractor shall be entitled to rely on the work of third parties, the representations of Customer and the public record and shall be under no obligation to verify any of the foregoing. The ordering of additional service and/or materials from contractor beyond the scope of the Work shall constitute acceptance of the terms of these General Conditions as to such additional services and/or materials.

3. Acceptance
Acceptance of Contractor’s proposal or estimate attached to this Agreement and made a part hereto is an acceptance of this Agreement. This represents a binding contract between the parties. It should be noted by Customer that any attempt to cancel by Customer will involve Customer being liable to cancellation fee and any loss of expenses incurred as a result at the discretion of Contractor. (Up to a maximum of 50% of the total of estimate.)

4. Scope of Services to be Rendered by Contractor
Contractor will furnish all labor and materials to construct and complete the project at the premises identified on or specified in Scope of Services (“Scope of Services”), attached to and made part of this Agreement. Contractor shall not be obligated to provide or fulfill any items discussed during the planning stages but not specifically identified in the Scope of Services, and no “assumption” shall be made that any item or article is included unless included in the Scope of Services. Contractor shall have no responsibility to Customer with respect to heating, ventilation, and air conditioning equipment and similar equipment and appliances selected by Customer for use in the project beyond any warranty provided to the Customer by the manufacturer and/or supplier of the equipment or appliances. The anticipated start date and anticipated completion date of the Work shall be identified on the Scope of Services.

5. Method of Performing Scope of Services
Contractor will determine the method, details, and means of performing the Work described in the Scope of Services, including the determination of the need for and hiring of assistants at the Contractors own expense. Customer may not control, direct, or otherwise supervise Contractor’s assistants or employees in the performance of those services.

6. Compensation
In consideration for the services to be performed by Contractor, Customer agrees to pay Contractor the amount identified on the Scope of Services attached to and made part of this Agreement, upon completion of the Work to be performed. Contractor and Customer shall approve in writing all changes and additions to the Scope of Services, should there be any, made after the date of this Agreement. Contractor shall not become committed to pay for any materials or supplies or commence any work in the connection with any changes or additions unless and until Contractor and Customer have approved in writing the particular changes and additions and the cost of the related materials and supplies and the Work. Timely payment of amounts due under this Agreement is a condition of this agreement. Failure to make payments in full within the time limits stated will be considered substantial non-compliance with the terms of this agreement and will be cause for termination of this agreement if Contractor so chooses. In the event a lien or suit is filed by Contractor to collect any amounts owed under this agreement, Customer agrees to pay Contractor reasonable attorney’s fees, plus all costs and other expenses incurred by Contractor in connection with such lien or suit. Customer agrees that any work performed at an hourly rate, including but not limited to time and material contracts, shall be calculated from the time Contractor or Contractor’s assistants or employees leave the offices of Contractor until the time of return to the office of Contractor.

7. Scheduling of Work
If the Contractor is required to delay commencement of the Work or if, upon embarking upon its Work, Contractor is required to stop or interrupt the progress of the Work as a result in changes in the Scope of Services requested by the Customer, to fulfill the requirements of third parties, strikes, accidents or other interruptions in the progress of construction, or other causes beyond the direct control of Contractor, additional charges may be applicable and payable by the Customer and the approximate completion date of the Work shall be extended to take into account the period of delay. Under no circumstances shall the Contractor incur any liability to the Customer for any untimely performance or for any delay damages. The Contractor shall not be held responsible for any delays caused by weather which make contract execution impossible.

8. Tools and Instruments
Contractor will supply all tools and equipment required to perform the Scope of Services under this Agreement. Items to be provided by Customer are listed on the Scope of Services.

9. Materials
Materials delivered to site become the responsibility of Customer. Contractor accepts no responsibility for loss damage or expense after delivery of materials to site for any reason. Any material brought to, or removed from the site, excess to Contractor’s requirements remains the possession of and removable by Contractor who shall have the right to enter the site for that purpose.

10. Permits and Approvals
Contractor will be responsible for determining which state and local permits are necessary for performing the specified work and for obtaining and paying for the permits.

11. Workers Compensation
Contractor agrees to provide workers’ compensation insurance for Contractor’s employees and agents and agrees to hold harmless and indemnify Customer for any and all claims arising out of any injury, disability, or death of any of Contractor’s employees or agents.

12. Insurance
Contractor agrees to maintain a policy of insurance in the minimum amount of One Million Dollars ($1,000,000) to cover any negligent acts committed by Contractor or Contractor’s employees or agents during the performance of any duties under this Agreement. Contractor further agrees to hold Customer free and harmless from any and all claims arising from any such negligent act or omission by Contractor. Customer shall obtain Builder’s All Risk Insurance in an amount equal to the full replacement cost of the Premises.

13. Obligations of Customer
Customer agrees to meet the terms of all reasonable requests of Contractor necessary to the performance of Contractor’s duties under this Agreement. Customer agrees to furnish space on Customer’s Premises for use by Contractor while performing the Work.

14. Assignment
Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Customer without the prior written consent of Contractor, to be withheld in its sole discretion.

15. Subcontractors
Contractor may at its discretion engage subcontractors to perform services under this Agreement, but Contractor will remain responsible for proper completion of this Agreement.

16. Notices
Notwithstanding any other provision of this Agreement, any notices to be given hereunder by either party to the other may be effected either by personal delivery or by mail, electronic, registered, certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement, but each party may change that address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing.

17. Changes of Scope of Work
Any alteration or deviation from the Scope of Services involving extra costs will be executed only upon written order, and will become an extra charge over and above the estimate. Customer agrees that Contractor has the right to substitute materials with equal or superior quality materials should the materials listed in the description of the work become unavailable for any reason. Contractor has the right to make such substitution without notice to or permission from the Customer. Contractor also reserves the right to increase the value of the contract due to changes in design or materials by Customer after execution of the contract and may result in change order fees.

18. Change Order Agreement (Minor)
Minor work (“Minor) is defined as additional work necessary to complete the original Scope of Services. Notwithstanding any other provision of this Agreement, all Minor work added that was not included in the original Scope of Services shall be verified with Customer and billed at Contractor cost plus 15%.

19. Change Order Agreement (Major)
Major work (“Major”) is defined as additional work requested by the customer. Notwithstanding any other provision of this Agreement, all Major work added that was not included in the original Scope of Services will be quoted by Contractor and added to a separate agreement with Customer.

20. Partially Completed Work
In the event the Customer authorizes commencement but does not authorize completion of a repair or service or fails to approve an excess cost, completion of the work may not be possible, and a charge may be imposed for disassembly, reassembly, or partially completed work. Any charge so imposed is directly related to the actual amount of labor involved in the service.

21. Limitation Of Liability
Contractor shall not be liable for damages of any kind which result from fire, flood, strike, third parties, acts of god, acts of terrorism, or by any other circumstances which are beyond the control of Contractor including but not limited to severe weather. Contractor’s liability for damages of any kind due to breach of warranty, contract, error, omission or negligence or any tort shall be limited to a maximum of the total amount paid to contractor under this contract. Under no circumstances shall Contractor be liable for special, indirect or consequential damages. In the event Customer desires to make any claim against Contractor, Customer shall provide Contractor with written notice of the claim within seven days from the date Customer, or its agents, first discovers the claims or the same shall be barred. Any claims against Contractor brought on this contract or in any way arising out of this contract must be filed within one year from the time the cause of action accrued or it shall be time barred. Under no circumstances shall any employee, stockholder, officer or agent of Contractor have any individual liability to the Customer, Notwithstanding the aforesaid, in the event any judgment is entered against any such individual, Customer agrees to look exclusively to the assets of Contractor for satisfaction of said judgment.

22. Entire Agreement
This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the performance of services by Contractor for Customer, and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged.

23. Counterparts
This Agreement may be executed in two or more counterparts, including by facsimile signature, each of which shall constitute an original but all of which when taken together shall constitute but one instrument.